Common use of Company Purchases Clause in Contracts

Company Purchases. Without the prior written consent of Dealer and except for purchases that are not solicited by or on behalf of Counterparty, its affiliates or affiliated purchasers (each as defined in Rule 10b-18 of the Exchange Act) or purchases executed by Dealer or an Affiliate of Dealer, Counterparty shall not purchase, and shall cause its affiliates or affiliated purchasers not to directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or enter into any derivative transaction that would reasonably be expected to result in any purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares during the Trading Period, any Cash Settlement Pricing Period (regardless of whether Cash Settlement by Counterparty applies) or any Share Termination Period; provided that this Section 5(d) shall not (i) limit the Counterparty’s ability, pursuant to its employee incentive plan or equity agreements or dividend reinvestment program, to re-acquire Shares in connection with the related equity transactions, (ii) limit Counterparty’s ability to withhold shares to cover tax liabilities associated with such equity transactions or (iii) limit Counterparty’s ability to grant stock and options to “affiliated partners” (as defined in Rule 10b-18) or the ability of such affiliated purchasers to acquire such stock or options, in connection with the Counterparty’s compensation policies for directors, officers and employees or any agreements with respect to the compensation of directors, officers or employees of any entities that are acquisition targets of Counterparty, and in connection with any such purchase Counterparty will be deemed to represent to Dealer that such purchase does not constitute a “Rule 10b-18 Purchase”; provided further that Counterparty may repurchase a number of shares in the open market on such Exchange Business Day up to the Designated OMR Threshold, as specified in Schedule A, through Dealer pursuant to customary open market repurchase documentation agreed to between the Counterparty and Dealer in compliance with the provisions of Rule 10b-18.

Company Purchases. Without the prior written consent of Dealer the Seller, the Company shall not, and except for purchases that are not solicited by or on behalf of Counterparty, shall cause its affiliates or and affiliated purchasers (each as defined in Rule 10b-18 of the Exchange Act10b-18) or purchases executed by Dealer or an Affiliate of Dealernot to, Counterparty shall not purchase, and shall cause its affiliates or affiliated purchasers not to directly or indirectly (including, without limitation, by means of any a cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or enter into any derivative transaction that would reasonably be expected to result in any purchase of, or commence any tender offer relating to, any Shares shares of Common Stock (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares shares of Common Stock during the Trading period beginning on, and including, the Purchase Date and ending on, and including, the last day of the Averaging Period or, if there is a Valuation Period, any Cash Settlement Pricing Period (regardless the last day of whether Cash Settlement by Counterparty applies) or any Share Termination the Valuation Period; provided that this purchases of shares of Common Stock effected by or for a plan of the Company by an agent independent of the issuer that satisfy the requirements of Section 5(d10b-18(a)(13)(ii) shall not (i) limit “plan” and “agent independent of the Counterparty’s ability, pursuant to its employee incentive plan or equity agreements or dividend reinvestment program, to re-acquire Shares in connection with the related equity transactions, (ii) limit Counterparty’s ability to withhold shares to cover tax liabilities associated with such equity transactions or (iii) limit Counterparty’s ability to grant stock and options to “affiliated partnersissuer” (each being used as defined in Rule 10b-18) or shall not be subject to the ability requirements of this sentence. During such affiliated purchasers to acquire such stock or optionstime, in connection with the Counterparty’s compensation policies for directors, officers and employees any purchases of Common Stock (or any agreements with respect security convertible into or exchangeable for shares of Common Stock) by the Company (other than purchases of shares of Common Stock effected by or for a plan of the Company by an agent independent of the issuer that satisfy the requirements of Section 10b-18(a)(13)(ii) (“plan” and “agent independent of the issuer” each being used as defined in Rule 10b-18)) shall be made through BAS, which is an affiliate of the Seller, pursuant to a letter substantially in the compensation form of directors, officers or employees of any entities that are acquisition targets of CounterpartyAppendix A hereto and subject to such conditions as the Seller shall impose, and in connection with any such purchase Counterparty will shall be deemed to represent to Dealer that such purchase does not constitute a “Rule 10b-18 Purchase”; provided further that Counterparty may repurchase a number of shares in the open market on such Exchange Business Day up to the Designated OMR Threshold, as specified in Schedule A, through Dealer pursuant to customary open market repurchase documentation agreed to between the Counterparty and Dealer in compliance with Rule 10b-18 or otherwise in a manner that the provisions of Company and the Seller believe is in compliance with applicable requirements (including, without limitation, Rule 10b-1810b-5, Regulation 13D-G and Regulation 14E under the Exchange Act).

Company Purchases. Without the prior written consent of Dealer and except for purchases that are not solicited by or on behalf of Counterparty, its affiliates or affiliated purchasers (each as defined in Rule 10b-18 of the Exchange Act) or purchases executed by Dealer or an Affiliate of Dealer, Counterparty shall not purchase, and shall cause its affiliates or affiliated purchasers not to directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or enter into any derivative transaction that would reasonably be expected to result in any purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares on any Relevant Contract Day during the Trading Period, any Cash Settlement Pricing Period (regardless of whether Cash Settlement by Counterparty applies) or any Share Termination Period; provided that this Section 5(d) shall not (i) limit the Counterparty’s ability, pursuant to its employee incentive plan or equity agreements or dividend reinvestment program, to re-acquire Shares in connection with the related equity transactions, (ii) limit Counterparty’s ability to withhold shares to cover tax liabilities associated with such equity transactions or (iii) limit Counterparty’s ability to grant stock and options to “affiliated partners” (as defined in Rule 10b-18) or the ability of such affiliated purchasers to acquire such stock or options, in connection with the Counterparty’s compensation policies for directors, officers and employees or any agreements with respect to the compensation of directors, officers or employees of any entities that are acquisition targets of Counterparty, and in connection with any such purchase Counterparty will be deemed to represent to Dealer that such purchase does not constitute a “Rule 10b-18 Purchase” (as defined in Rule 10b-18) (any such incentive or compensatory plan, program or policy of Counterparty, a “Compensatory Plan”); provided further that after July 27, 2014 the Counterparty may repurchase a number of shares in the open market on such Exchange Business Day up to 5% of the Designated OMR Threshold, ADTV (as specified in Schedule A, defined under Rule 10b-18) available on such Exchange Business Day through Dealer pursuant to customary open market repurchase documentation agreed to between the Counterparty and Dealer in compliance with the provisions of Rule 10b-18.

Company Purchases. Without the prior written consent of Dealer and except for purchases that are not solicited by or on behalf of Counterparty, its affiliates or affiliated purchasers (each as defined in Rule 10b-18 of the Exchange Act) or purchases executed by Dealer or an Affiliate of Dealer, Counterparty shall not purchase, and shall cause its affiliates or affiliated purchasers not to directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or enter into any derivative transaction that would reasonably be expected to result in any purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares on any Relevant Contract Day during the Trading Period, any Cash Settlement Pricing Period (regardless of whether Cash Settlement by Counterparty applies) or any Share Termination Period; provided that this Section 5(d) shall not (i) limit the Counterparty’s ability, pursuant to its employee incentive plan or equity agreements or dividend reinvestment program, to re-acquire Shares in connection with the related equity transactions, (ii) limit Counterparty’s ability to withhold shares to cover tax liabilities associated with such equity transactions or (iii) limit Counterparty’s ability to grant stock and options to “affiliated partners” (as defined in Rule 10b-18) or the ability of such affiliated purchasers to acquire such stock or options, in connection with the Counterparty’s compensation policies for directors, officers and employees or any agreements with respect to the compensation of directors, officers or employees of any entities that are acquisition targets of Counterparty, and in connection with any such purchase Counterparty will be deemed to represent to Dealer that such purchase does not constitute a “Rule 10b-18 Purchase”; provided further that Counterparty may repurchase a number of shares in the open market on such Exchange Business Day up to 5% of the Designated OMR Threshold, ADTV (as specified in Schedule A, defined under Rule 10b-18) available on such Exchange Business Day through Dealer pursuant to customary open market repurchase documentation agreed to between the Counterparty and Dealer in compliance with the provisions of Rule 10b-18.

Company Purchases. Without Notwithstanding anything to the prior written consent contrary contained in Section 2.4 or any other provision of Dealer this Agreement and except for purchases that are not solicited by or on behalf without otherwise limiting the rights in respect of Counterparty, its affiliates or affiliated purchasers (each as defined in Rule 10b-18 prepayments of the Exchange Act) Term Loans of Company, so long as no Potential Event of Default or purchases executed by Dealer or an Affiliate Event of DealerDefault has occurred and is continuing, Counterparty shall not purchase, and shall cause its affiliates or affiliated purchasers not to directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or enter into any derivative transaction that would reasonably be expected to result in any purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) Company or any security convertible into or exchangeable or exercisable for Shares during Subsidiary of Company may repurchase outstanding Term Loans pursuant to this Section 2.13A on the Trading Period, any Cash Settlement Pricing Period following basis: (regardless of whether Cash Settlement by Counterparty appliesi) Company or any Share Termination PeriodSubsidiary of Company may make one or more offers (each, an “Offer”) to repurchase all or any portion of the Term Loans (such Term Loans, the “Offer Loans”) of Lenders; provided that this Section 5(d) shall not (i) limit Company or such Subsidiary delivers a notice of such Offer to Administrative Agent and all Lenders holding Term Loans no later than noon (New York City time) at least five Business Days in advance of a proposed consummation date of such Offer indicating (a) the Counterparty’s ability, pursuant to its employee incentive plan or equity agreements or dividend reinvestment program, to re-acquire Shares in connection with the related equity transactionslast date on which such Offer may be accepted, (iib) limit Counterparty’s ability to withhold shares to cover tax liabilities associated with such equity transactions or (iii) limit Counterparty’s ability to grant stock and options to “affiliated partners” (as defined in Rule 10b-18) or the ability maximum dollar amount of such affiliated purchasers Offer, (c) the repurchase price per dollar of principal amount of such Offer Loans at which Company or such Subsidiary is willing to acquire repurchase such stock or optionsOffer Loans and (d) the instructions, in connection consistent with the Counterparty’s compensation policies for directors, officers and employees or any agreements this Section 2.13A with respect to the compensation Offer, that a Term Lender must follow in order to have its Offer Loans repurchased; (ii) the maximum dollar amount of directorseach Offer shall be no less than $10,000,000; (iii) Company or such Subsidiary shall hold such Offer open for a minimum period of two Business Days; (iv) a Lender which elects to participate in the Offer may choose to sell all or part of such Lender’s Offer Loans; (v) such Offer shall be made to Lenders holding the Offer Loans on a pro rata basis in accordance with the respective principal amounts of Term Loans then due and owing to the Lenders; (vi) such Offer shall be made to Lenders holding the Offer Loans either at a fixed price or on the basis of a modified Dutch auction administered by Administrative Agent; and (vii) no more than ten Offers may be made by Company and its Subsidiaries in the aggregate during the term of this Agreement; provided, officers further that, if any Lender elects not to participate in the Offer, either in whole or employees in part, the amount of such Lender’s Offer Loans not being tendered shall be excluded in calculating the pro rata amount applicable to the balance of such Offer Loans; (ii) with respect to all repurchases made by Company or a Subsidiary of Company, such repurchases shall be deemed to be voluntary prepayments pursuant to Section 2.4B(i) in an amount equal to the aggregate principal amount of such Term Loans, provided that such repurchases shall not be subject to the provisions of Section 2.4 and Section 10.5; (iii) Company shall not use the proceeds of (a) Revolving Loans or (b) any entities Incremental Loan Commitments to acquire such Term Loans; (iv) immediately upon repurchase by Company or any Subsidiary of Company, (x) all principal and accrued and unpaid interest on the Term Loans so repurchased shall be deemed to have been paid for all purposes, automatically cancelled and retired by Company on the settlement date of the relevant repurchase and no longer outstanding (and may not be resold by Company or such Subsidiary), for all purposes of this Agreement and all other Loan Documents and (y) Company or any Subsidiary of Company, as the case may be, will promptly advise Administrative Agent of the total amount of Offer Loans that are acquisition targets were repurchased from each Lender who elected to participate in the Offer; and (v) failure by Company or a Subsidiary of Counterparty, and in Company to make any payment to a Lender required by an agreement permitted by this Section 2.13A shall not constitute an Event of Default under Section 8.1. In connection with any optional prepayments by Company of the Term Loans pursuant to this Section 2.13, such purchase Counterparty will prepayments shall be deemed applied on a pro rata basis to represent to Dealer that the then outstanding Term Loans being prepaid irrespective of whether such purchase does not constitute a “Rule 10b-18 Purchase”outstanding Term Loans are Base Rate Loans or LIBOR Loans; provided further that Counterparty may repurchase a number of shares if all Lenders elect to participate in the open market Offer on a pro rata basis in accordance with their respective principal amounts then due and owing, such Exchange Business Day up prepayments shall be applied first to Base Rate Loans to the Designated OMR Threshold, as specified in Schedule A, through Dealer pursuant full extent thereof before application to customary open market repurchase documentation agreed to between the Counterparty and Dealer in compliance with the provisions of Rule 10b-18LIBOR Loans.

Company Purchases. Without the prior written consent of Dealer the Seller, the Company shall not, and except for purchases that are not solicited by or on behalf of Counterparty, shall cause its affiliates or and affiliated purchasers (each as defined in Rule 10b-18 of the Exchange Act10b-18) or purchases executed by Dealer or an Affiliate of Dealernot to, Counterparty shall not purchase, and shall cause its affiliates or affiliated purchasers not to directly or indirectly (including, without limitation, by means of any a cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or enter into any derivative transaction that would reasonably be expected to result in any purchase of, or commence any tender offer relating to, any Shares shares of Common Stock (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares shares of Common Stock during the Trading Periodperiod beginning on, any Cash Settlement Pricing Period (regardless and including, the Purchase Date and ending on, and including, the earlier of whether Cash Settlement by Counterparty applies) or any Share Termination Period; provided that this Section 5(d) shall not (i) limit the Counterparty’s abilitylast scheduled Trading Day of the Averaging Period (without giving effect to any acceleration thereof) and (ii) if the last day of the Averaging Period has been accelerated, five days after the last day of the Averaging Period. During such time, any purchases of Common Stock (or any security convertible into or exchangeable for shares of Common Stock) by the Company shall be made through BAS, which is an affiliate of the Seller, pursuant to its employee incentive plan or equity agreements or dividend reinvestment program, a letter substantially in the form of Appendix A hereto and subject to re-acquire Shares in connection with such conditions as the related equity transactions, (ii) limit Counterparty’s ability to withhold shares to cover tax liabilities associated with such equity transactions or (iii) limit Counterparty’s ability to grant stock and options to “affiliated partners” (as defined in Rule 10b-18) or the ability of such affiliated purchasers to acquire such stock or options, in connection with the Counterparty’s compensation policies for directors, officers and employees or any agreements with respect to the compensation of directors, officers or employees of any entities that are acquisition targets of CounterpartySeller shall reasonably impose, and shall be in connection compliance with any such purchase Counterparty will be deemed to represent to Dealer that such purchase does not constitute a “Rule 10b-18 Purchase”; provided further or otherwise in a manner that Counterparty may repurchase a number of shares in the open market on such Exchange Business Day up to Company and the Designated OMR Threshold, as specified in Schedule A, through Dealer pursuant to customary open market repurchase documentation agreed to between the Counterparty and Dealer Seller reasonably believe is in compliance with the provisions requirements of applicable law (including, without limitation, Rule 10b-1810b-5, Regulation 13D-G and Regulation 14E under the Exchange Act); provided, that this Section 4 shall not apply to: (i) privately negotiated purchases of Common Stock (or any security convertible into or exchangeable for shares of Common Stock) by an affiliate or affiliated purchaser of the Company from another such affiliate or affiliated purchaser; (ii) purchases of Common Stock pursuant to exercises of stock options granted to affiliates or affiliated purchasers of the Company; (iii) purchases of Common Stock from holders of performance shares or units or restricted shares or units to satisfy tax withholding requirements in connection with vesting; (iv) the conversion by holders of convertible securities of the Company previously issued; or (v) the purchases of shares of Common Stock effected by or for a plan of the Company by an agent independent of the issuer that satisfy the requirements of Section 10b-18(a)(13)(ii), and provided further that for the avoidance of doubt, the receipt by affiliates or affiliated purchasers of the Company of grants under any Company equity incentive plan or retirement plan shall not constitute a purchase of Common Stock governed by Section 4.

Company Purchases. Without the prior written consent of Dealer the Seller, which consent shall not be unreasonably withheld or delayed, the Company shall not, and except for purchases that are not solicited by or on behalf of Counterparty, shall cause its affiliates or and affiliated purchasers (each as defined in Rule 10b-18 of the Exchange Act10b-18) or purchases executed by Dealer or an Affiliate of Dealernot to, Counterparty shall not purchase, and shall cause its affiliates or affiliated purchasers not to directly or indirectly (including, without limitation, by means of any a cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or enter into any derivative transaction that would reasonably be expected to result in any purchase of, or commence any tender offer relating to, any Shares shares of Common Stock (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares shares of Common Stock during the Trading Periodperiod beginning on, any Cash Settlement Pricing Period (regardless and including, the Purchase Date and ending on, and including, the date all payments or deliveries of whether Cash Settlement by Counterparty applies) or any Share Termination Periodshares pursuant to Section 5 below have been made; provided that this Section 5(dpurchases of shares of Common Stock effected by or for a plan of the Company by an agent independent of the issuer that satisfy the requirements of Rule 10b-18(a)(13)(ii) shall not (i) limit “plan” and “agent of the Counterparty’s ability, pursuant to its employee incentive plan or equity agreements or dividend reinvestment program, to re-acquire Shares in connection with the related equity transactions, (ii) limit Counterparty’s ability to withhold shares to cover tax liabilities associated with such equity transactions or (iii) limit Counterparty’s ability to grant stock and options to “affiliated partnersissuer” (each being used as defined in Rule 10b-18) shall not be subject to the requirements of this sentence; provided further that, for purposes of this Section 4, the Seller hereby consents to the Rule 10b5-1 Stock Purchase Plan entered into between the Company and an affiliate of the Seller on the date of this Letter Agreement. During such time, any purchases of Common Stock (or any security convertible into or exchangeable for shares of Common Stock) by the ability Company shall be made through BAS, which is an affiliate of the Seller, pursuant to a letter substantially in the form of Appendix A hereto and subject to such affiliated purchasers to acquire such stock conditions as the Seller shall impose, and shall be in compliance with Rule 10b-18 or optionsotherwise in a manner that the Company and the Seller believe is in compliance with applicable requirements (including, in connection with without limitation, Rule 10b-5, Regulation 13D-G and Regulation 14E under the Counterparty’s compensation policies for Exchange Act). Notwithstanding the foregoing, the Seller acknowledges that directors, officers and employees of the Company shall be entitled, in their discretion, to exercise stock options granted by the Company pursuant to existing equity compensation plans without restriction or any agreements with respect obligation to the compensation of directors, officers Seller or employees of any entities that are acquisition targets of Counterparty, and in connection with any such purchase Counterparty will be deemed to represent to Dealer that such purchase does not constitute a “Rule 10b-18 Purchase”; provided further that Counterparty may repurchase a number of shares in the open market on such Exchange Business Day up to the Designated OMR Threshold, as specified in Schedule A, through Dealer pursuant to customary open market repurchase documentation agreed to between the Counterparty and Dealer in compliance with the provisions of Rule 10b-18BAS hereunder.